EXHIBIT 3.1

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION OF

PREMIER FINANCIAL BANCORP, INC.

Pursuant to KRS 271B.10-060, the undersigned corporation executes these articles of amendment to its articles of incorporation:

(A)	The name of the corporation is Premier Financial Bancorp, Inc.
(B)	The following amendment to the articles of incorporation was adopted by the shareholders of the corporation at a special meeting held on September 1, 2009, in the manner prescribed by the Kentucky Business Corporation Act:
		The first sentence of ARTICLE IV, captioned “Authorized shares”, is hereby amended to read as follows:
		The total number of shares that the Corporation shall have the authority to issue is 21,000,000 shares, which shall be divided into two classes as follows:
			20,000,000 Common Shares, without par value; and
			1,000,000 Preferred Shares, without par value.
(C)	The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting, were as follows:

Designation of Voting Group	Number of Outstanding Shares		Number of Votes Entitled to Be Cast		Number of Votes Represented at Meeting
Common Stock		6,392,772		6,392,772		5,964,868

(D)           The total number of votes cast by each voting group entitled to vote separately thereon for and against such amendment, respectively, was:

	Number of Votes Cast
Voting Group	For		Against
Common Stock		5,476,938		443,131

IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these articles of amendment.

Dated:   September 1, 2009                              PREMIER FINANCIAL BANCORP, INC.

By:_____/s/ Brien M. Chase__________

Brien M. Chase,

Senior Vice President

  and Chief Financial Officer

This instrument prepared by:

__/s/ Janet Smith Holbrook_____

Janet Smith Holbrook, Esquire

HUDDLESTON BOLEN LLP

611 Third Avenue

Huntington, WV 25701

STATE OF WEST VIRGINIA,

COUNTY OF CABELL, TO WIT:

I, _____Cynthia G. DePriest_________, a Notary Public, do hereby certify that on this 1st day of September, 2009, personally appeared before me Brien M. Chase, who being by me first duly sworn declared that he is the Senior Vice President and Chief Financial Officer of Premier Financial Bancorp, Inc., that he signed the foregoing document as Senior Vice President and Chief Financial Officer of the corporation, and that the statements therein contained are true.

My commission expires:___April 6, 2010_________________________

___/s/ Cynthia G. DePriest_______________

Notary Public

 (NOTARIAL SEAL)